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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2026
XMAX Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-36259 | 90-0746568 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
6565 E. Washington Blvd., Commerce, CA 90040
(Address of Principal Executive Office) (Zip Code)
(323) 888-9999
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | XWIN | Nasdaq Stock Market |
Item 1.01 Entry into a Material Definitive Agreement
On April 6, 2026, XMax AI Inc. (“XMax AI” or the “Company”), a wholly owned subsidiary of XMax Inc., entered into an AI Inference Platform Deployment and Service Agreement (the “Agreement”) with Cloud Alliance Inc. (the “Service Provider”), effective as of April 1, 2026.
Pursuant to the Agreement, the Service Provider will develop and deploy an AI inference platform (“Platform”) to the Amazon Web Services (AWS) cloud environment designated by the Company. The Service provider will also provide reasonable configuration and limited customization work as is necessary to make the Platform operational for the Company’s approved use case.
The total fixed fee for the services under the Agreement is US$400,000 and Company shall pay an initial non-refundable mobilization payment of US$200,000 within three (3) business days after execution of the Agreement. The remaining US$200,000 shall be due within three (3) business days following Company’s written acceptance of the Platform in accordance with the acceptance terms in the Agreement.
The Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.
Item 8.01. Other Events.
On April 8, 2026, the Company issued a press release announcing the development and deployment of AI inference platform, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | AI Inference Platform Deployment and Service Agreement by and between the Company and Cloud Alliance Inc. dated April 6, 2026. | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| XMax Inc. | |
| /s/ Xiaohua Lu | |
| Xiaohua Lu | |
| Chief Executive Officer | |
| April 8, 2026 |
Exhibit 10.1
Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
AI INFERENCE PLATFORM DEPLOYMENT AND SERVICES AGREEMENT
| Effective Date | April 1, 2026 |
| Client | XMAX AI INC (EIN: 41-5304554), 6565 E. Washington Blvd, Commerce, CA 90040 |
| Service Provider | CLOUD ALLIANCE INC, 8609 Westwood Center Dr, Suite 110, Tysons Corner, VA 22182 |
| Project | Deployment and customization of the Stella Inference Inc. AI Inference Platform on AWS |
This AI Inference Platform Deployment and Services Agreement (the “Agreement”) is entered into by and between XMAX AI INC (“Client”) and CLOUD ALLIANCE INC (“Service Provider”). The parties agree as follows:
| 1. | Scope of Services |
| ● | Service Provider shall deploy the Stella Inference Inc. AI Inference Platform (the “Platform”) to the Amazon Web Services (“AWS”) cloud environment designated by Client, together with such reasonable configuration and limited customization work as is necessary to make the Platform operational for Client’s approved use case. | |
| ● | The implementation shall include, at minimum, the following functional modules in production-ready form: (i) large-model API access and routing/orchestration, (ii) user login and account access controls, (iii) payment capability, (iv) usage settlement/billing functionality, and (v) a ticketing / work-order system. | |
| ● | Service Provider shall also provide go-live support and post-launch operational support services. The detailed scope, service levels, response targets, maintenance procedures, and exclusions for ongoing operations and maintenance (“O&M”) will be documented in a separate O&M memorandum or statement of work to be executed by the parties after signing of this Agreement. |
| 2. | Project Term and Delivery Schedule |
| ● | The project term shall begin on the Effective Date and continue until completion of the deployment, final payment, and any transition obligations under this Agreement, unless earlier terminated in accordance with this Agreement. | |
| ● | Service Provider shall use commercially reasonable efforts to complete deployment of the Platform within thirty (30) calendar days after the Effective Date, provided that Client timely provides all required AWS access, credentials, technical points of contact, branding inputs, business rules, and commercially necessary decisions. | |
| ● | Any delay caused by Client, AWS account provisioning issues outside Service Provider’s reasonable control, force majeure events, third-party system dependencies, or material scope changes shall extend the schedule on a day-for-day equitable basis. |
| 3. | Fees and Payment Terms |
| ● | The total fixed fee for the services under this Agreement is Four Hundred Thousand U.S. Dollars (US$400,000). | |
| ● | Client shall pay an initial non-refundable mobilization payment of Two Hundred Thousand U.S. Dollars (US$200,000) within three (3) business days after execution of this Agreement. | |
| ● | The remaining Two Hundred Thousand U.S. Dollars (US$200,000) shall be due within three (3) business days following Client’s written acceptance of the Platform in accordance with the acceptance criteria in Section 4 below. | |
| ● | All amounts are exclusive of applicable taxes, duties, cloud usage charges, third-party software license fees, payment processor fees, and AWS infrastructure costs, each of which shall be borne by Client unless expressly stated otherwise in writing. |
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Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
| 4. | Acceptance Testing and Go-Live Criteria |
| ● | The Platform shall be deemed accepted once Service Provider demonstrates, in Client’s designated AWS environment or an agreed production-equivalent environment, that the following acceptance standards are met: | |
| ● | (a) the Platform can connect to and route requests to one or more AI large-model APIs; (b) authorized users can register or log in and access the service according to assigned roles; (c) payment-related workflows are operational; (d) usage tracking and settlement functions are operational; and (e) the ticketing / work-order module is operational for issue intake and tracking. | |
| ● | Client shall complete acceptance review within five (5) business days after Service Provider notifies Client that the Platform is ready for acceptance testing. If Client does not deliver a written rejection notice specifying material non-conformities within that period, the Platform shall be deemed accepted. | |
| ● | If Client identifies a material non-conformity directly related to the agreed acceptance criteria, Service Provider shall have a reasonable cure period to correct such item, after which Client shall promptly retest the affected functionality. |
| 5. | Client Responsibilities |
| ● | Client shall timely provide AWS account access, network and security approvals, domain and DNS support if applicable, payment processor account information if required, test users, business process inputs, and personnel reasonably necessary for project decisions and acceptance testing. | |
| ● | Client is responsible for all third-party accounts, cloud costs, keys, credentials, data inputs, compliance approvals, and any production data used in or through the Platform unless the parties expressly agree otherwise in writing. | |
| ● | Client shall not use the Platform in a manner that violates applicable law, third-party terms, or restrictions imposed by model providers, payment providers, or cloud providers. |
| 6. | Intellectual Property and Ownership |
| ● | The parties acknowledge and agree that all source code, object code, software architecture, algorithms, models, connectors, frameworks, documentation, derivative works, enhancements, and other intellectual property comprising or relating to the Platform are and shall remain the sole and exclusive property of Stella Inference Inc. | |
| ● | Nothing in this Agreement transfers, assigns, licenses (except as expressly set forth below), or otherwise grants to Client or Service Provider any ownership right, title, or interest in or to the Platform source code or related intellectual property. For the avoidance of doubt, neither CLOUD ALLIANCE INC nor XMAX INC shall own any code intellectual property or code title arising from or used in the performance of this Agreement. | |
| ● | Subject to Client’s payment in full of all fees due under this Agreement and subject to Stella Inference Inc.’s underlying ownership, Client shall receive a limited, non-exclusive, non-transferable, non-sublicensable authorization to use the deployed Platform solely for its internal business purposes for a period of three (3) months from the production go-live date, unless the parties execute a separate extension, production services agreement, or other written renewal. Upon expiration or earlier termination of such authorization, Client shall cease use of the Platform except to the extent separately agreed in writing by Stella Inference Inc. and Service Provider. | |
| ● | Service Provider may use its general know-how, skills, experience, methods, ideas, and non-client-specific implementation learnings gained during performance of the services, provided it does not disclose Client Confidential Information. | |
| ● | During the period commencing on the Effective Date and continuing for three (3) months thereafter, if Stella Inference Inc. determines, on the same terms and conditions, to sell, transfer, assign, or otherwise dispose of the source code of the Stella Inference Platform and/or the ownership of such system, XMAX AI INC shall have a right of first refusal with respect to such transaction; provided, however, that any such transaction shall be subject to a separate definitive written agreement to be executed by and between Stella Inference Inc. and XMAX AI INC, and, unless and until such agreement has been duly executed and the closing thereunder has occurred, nothing in this Agreement shall constitute or be construed as a transfer, sale, assignment, or conveyance of any source code, intellectual property rights, or ownership of the system. |
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Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
| 7. | Confidentiality |
| ● | Each party shall keep confidential all non-public business, technical, financial, security, and commercial information disclosed by the other party in connection with this Agreement (“Confidential Information”) and shall use such information solely for purposes of performing or receiving services under this Agreement. | |
| ● | Confidential Information shall not include information that the receiving party can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) was already lawfully known to the receiving party; (iii) is independently developed without use of the disclosing party’s Confidential Information; or (iv) is lawfully received from a third party without duty of confidentiality. | |
| ● | The confidentiality obligations in this Section shall survive for three (3) years after termination of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law. |
| 8. | Warranties and Disclaimers |
| ● | Service Provider warrants that it will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards for cloud deployment and software implementation services. | |
| ● | Except for the express warranty stated above, the services and the Platform are provided “as is” and “as available,” and Service Provider disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, or error-free performance. | |
| ● | Service Provider does not warrant any third-party services, AI models, payment rails, AWS services, uptime of external providers, or results generated by third-party models. |
| 9. | Limitation of Liability |
| ● | Except for liability arising from a party’s fraud, willful misconduct, confidentiality breach, or payment obligations, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, or business interruption, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. | |
| ● | Except for Client’s payment obligations and each party’s confidentiality obligations, each party’s aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid or payable under this Agreement. |
| 10. | Termination |
| ● | Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for ten (10) business days after written notice describing the breach in reasonable detail. | |
| ● | Client may terminate this Agreement for convenience upon ten (10) business days’ prior written notice; provided, however, that Client shall remain responsible for the initial US$200,000 payment once this Agreement is signed and for all work performed and non-cancellable commitments incurred through the effective date of termination. | |
| ● | Upon termination, Client shall promptly pay all undisputed amounts then due, and Service Provider shall reasonably cooperate in a short transition of the deployed environment to the extent consistent with Stella Inference Inc.’s intellectual property rights and subject to payment of applicable transition fees if additional work is requested. |
| 11. | Independent Contractor |
| ● | Service Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, fiduciary, franchise, or employer-employee relationship between the parties. | |
| ● | General solicitations not specifically targeted at such personnel, and hiring resulting solely from such general solicitations without direct or indirect targeted outreach, shall not be deemed a breach of this Section. |
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Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
|
● |
During the term of this Agreement and for a period of three (3) years thereafter, XMAX INC shall not, directly or indirectly, solicit for hire, hire, engage as an employee, consultant, contractor, advisor, or otherwise retain any employee, contractor, or key service provider of CLOUD ALLIANCE INC or STELLA INFERENCE INC who became known to XMAX INC through this Agreement or the deployment project, without the prior written consent of the applicable company. |
| 11A. | Non-Solicitation and No-Hire |
| 12. | Governing Law and Venue |
| ● | This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules. Any legal action arising out of this Agreement shall be brought in the state or federal courts located in Virginia, and each party consents to such jurisdiction and venue. |
| 13. | Miscellaneous |
| ● | This Agreement, together with Exhibit A and any later-executed O&M memorandum, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior oral or written discussions on that subject. | |
| ● | Any amendment must be in writing and signed by both parties. | |
| ● | Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, sale of substantially all assets, or internal reorganization, provided the assignee assumes this Agreement in writing. | |
| ● | If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. | |
| ● | Notices under this Agreement shall be sent by email and recognized courier to the notice contacts set forth in the signature block or to any updated contact later designated in writing. |
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Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
Exhibit A – Statement of Work and Commercial Terms
| Project | AWS deployment and limited customization of the Stella Inference Inc. AI Inference Platform |
| Deployment Target | AWS account/environment designated by XMAX INC |
| Delivery Window | Target completion within 30 calendar days from Effective Date |
| Fixed Fee | US$400,000 total |
| Payment Milestone 1 | US$200,000 due at contract signing |
| Payment Milestone 2 | US$200,000 due upon acceptance / go-live |
| O&M Services | To be further defined in a later operations and maintenance memorandum |
Functional Go-Live Checklist
| No. | Acceptance Item | Status | ||
| 1 | Model API connection and request routing are operational. | Pass / Fail | ||
| 2 | User login / access control is operational. | Pass / Fail | ||
| 3 | Payment workflow is operational. | Pass / Fail | ||
| 4 | Settlement / billing workflow is operational. | Pass / Fail | ||
| 5 | Ticketing / work-order system is operational. | Pass / Fail | ||
| 6 | Deployment is running in the agreed AWS environment. | Pass / Fail |
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Cloud Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement
Signature Page
| CLIENT | SERVICE PROVIDER | IP Ownership Acknowledgment Signatory | |||||
| XMAX AI INC | CLOUD ALLIANCE INC |
STELLA INFERENCE INC. |
|||||
| /s/ Steven (Yizhou) Zhao |
/s/ Zhifa Liu |
/s/ Fred Yu |
|||||
|
Steven (Yizhou) Zhao |
Zhifa Liu |
Fred Yu |
|||||
| Director | CEO | Director | |||||
| Date： | Apr 6, 2026 | Date： | Date： | Apr 6, 2026 | |||
|
Notice Address： 6565 E. Washington Blvd Commerce, CA 90040 |
Notice Address： Tysons Corner, VA 22182 |
Notice Address： Saratoga, CA 95070 |
|||||
| Email： | Email： | ||||||
Stella Inference Inc. acknowledges and confirms solely for purposes of this Agreement that all source code and related intellectual property for the Platform remain owned by Stella Inference Inc., and no ownership right is granted to CLOUD ALLIANCE INC or XMAX ai INC except for the limited authorization expressly stated in this Agreement.
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Exhibit 99.1
XMax Advances AI Strategy Through Development and Deployment of An AI Inference Platform
Los Angeles, CA, April 8, 2026 – XMax Inc. (NASDAQ: XWIN) (“XMax” or the “Company”) today announced a key milestone in its artificial intelligence (“AI”) strategy with the deployment of an AI inference platform, further advancing its expansion toward a software-driven and platform-based AI business.
XMax AI Inc., a wholly owned subsidiary of the Company (“XMax AI”), has entered into an agreement with CLOUD ALLIANCE INC to develop and deploy a cloud-based AI inference platform to the Amazon Web Services (AWS) cloud environment designated by XMax AI. The platform is designed to support scalable AI application development, multi-model integration, and potential commercial deployment.
The platform will feature core capabilities including large-model API access and intelligent routing, user authentication, integrated payment processing, usage-based billing, and workflow management tools. Together, these functionalities are expected to enable XMax to establish a unified AI service layer supporting both internal operations and potential future external commercialization.
The deployment is expected to be completed within approximately 30 days, subject to standard implementation conditions.
This initiative represents a foundational step in XMax’s broader AI expansion strategy, positioning the Company to develop from a traditional product-focused business into a scalable, software-centric platform. XMax believes that establishing capabilities in the orchestration and deployment layer of AI services is critical to capturing long-term value in the rapidly evolving AI ecosystem.
“We view AI infrastructure and software capability as core to our next phase of growth,” said Mr. Xiaohua Lu, Chief Executive Officer of XMax. “This deployment establishes the foundation for XMax to operate as an AI-enabled platform company, capable of delivering scalable and commercialized AI solutions.”
Following deployment, the Company plans to enhance platform capabilities, integrate additional AI models, and explore commercialization opportunities and strategic partnerships.
About XMax Inc.
Headquartered in Commerce, California, XMax Inc. (NASDAQ: XWIN), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design, sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies. The Company operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer base. In addition, XMax is expanding into artificial intelligence technologies, including AI software and platform-based services, to support future growth. By leveraging both its core operations and emerging technologies, the Company aims to drive diversification and long-term value creation.
About Cloud Alliance Inc.
Cloud Alliance Inc. is a Virginia-based company providing cloud, IT modernization, DevOps, cybersecurity support, high-performance computing, and AI-enabled technology services to government and commercial clients. The company’s capabilities include cloud migration and modernization, enterprise cloud architecture, system design and development, testing, operations and maintenance, troubleshooting, security vulnerability management, and data processing and AI integration. Cloud Alliance supports mission-critical, enterprise-wide systems for federal and state government customers and maintains public visibility across government-focused contract channels including DOC NOAA NMITS, DOT SWEP, USDA STRATUS, and the GSA Schedule.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to fully resume our operations and remain financially healthy, our expected future growth prospects. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
Investor Relations Contact
ICR LLC.
XMaxIR@icrinc.com